Section A: Terms of Service for Contributors

Last Updated: February 14, 2026

V1.1

AiDE is a data licensing marketplace that enables Contributors to upload Data, and purchaser-Users to purchase Data Licenses through the Platform.  Please read these Terms of Service and other applicable terms and documents referenced herein (collectively, the “Agreement” or “Terms”) before using the Platform provided by AiDE, LLC (“AiDE” or “we” or “us” or “our”), since this Agreement contains legally binding terms. 

By visiting our Platform, you agree to be bound by the Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all Users of the Platform.  If you do not agree with all of the terms and conditions of this Agreement, you are not authorized to use the Platform.  By accessing or using the Platform, you hereby represent, warrant, and affirm that you are at least eighteen (18) years of age.

We strive to improve the Platform for you, so our Terms may change from time to time.  We’ll make sure to change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit.  In the event of a material change, we shall notify you via message or by means of a prominent notice on the Platform. By continuing to use the Platform following such modifications, you agree to be bound by such modifications. If you are not comfortable with the provisions of these Terms or with any changes that we make to these Terms, please do not use the Platform.

1.     Definitions

a. “Contributors” means Users who upload and provide the Data to the Platform. 

b. “Data” means both (i) the original, high-quality aggregated datasets, content, or digital assets (“Data”) licensed by Contributors to the Platform, and (ii) the Data that the Platform in turn makes available to purchaser-Users through their purchase of Data Licenses.

c. "Platform" means AiDE’s website (www.aidemarketplace.com), mobile application ("App"), and associated technology and marketing tools designed to enable Contributors to upload Data, and purchaser-Users to purchase Data Licenses, as applicable.

d. “Prohibited Materials” means, as determined in our sole discretion, (i) pornography or sexually explicit content, (ii) materials communicating hate or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, (iii) materials promoting illegal activities; (iv) profane or obscene language, (v) materials that infringe or violate the rights of others (including copyright, trademark, trade secret, privacy and/or publicity rights), (vi) defamatory, libelous, obscene, offensive or harmful material, (vii) materials that violate any applicable laws, or our written policies and procedures, and (viii) materials that otherwise violate this Agreement. 

e. "Services" explicitly means AiDE’s marketing, advertising, and communication technology and services provided through the Platform.

f. “User Content” means all information, documents, messages, descriptions, Requests, and any other text, images, photographs, content, or data that a User submits, makes available or uploads to the Platform or otherwise provides to us for use with the Platform.  For the purpose of clarity, User Content is separate and distinct from Data. 

g. "Users" means individuals or entities, including but not limited to, browsers, contractors, individuals or entities, purchasers, Contributors and any other user of the Platform authorized by a User (i.e. employee).  

2.     The Platform

a.     Description of Platform. The Platform operates as a technology and marketing platform to facilitate the purchase and sale of Data Licenses.

i.    Contributors may anonymously respond to requests for Data (e.g., text, images, audio, video, or specialized formats) (“Requests”) from other Users.

ii.    To help purchaser-Users find the Data they are looking for, we may provide them with certain information and/or profiles of Contributors (while maintaining your anonymity). These results are based on information provided by Users, such as their needs, geographical location, and specialty areas. They may also be based on other criteria (including, for example, past selections by and/or ratings of Contributors by Users, and past experience of Users with Contributors (while still maintaining your anonymity).   

b.     Platform Role (Clarified).  AiDE sets the scope, specifications, validation standards, delivery terms and price before posting a Request/project for Contributors.  AiDE handles all interactions with the purchaser-Users, including any disputes related to the Data or Data Licenses.  Contributor must provide prompt and concise responses to any inquiries from AiDE, including clarifications or spot checks, and/or related to purchaser-User questions, concerns.  AiDE’s decisions in regards to issues with Data is final for payout purposes.   For the purpose of clarity, AiDE explicitly does not:

                    i.         create, process, or contribute Data;

ii.         Guarantee payment by Users

c.     Independent Contractors. 

i.         Contributors explicitly acknowledge and agree that their relationship with AiDE is strictly independent. Nothing in these Terms creates or implies an employment, partnership, joint venture, agency, franchise, or fiduciary relationship. Contributors explicitly acknowledge AiDE does not:

1.     Supervise, control, or direct their methods, means, pricing, scheduling, performance, or equipment.

2.     Provide insurance, licensing assistance, or operational oversight.

                       ii.         Contributors explicitly agree they are solely responsible for:

1.     Compliance with applicable laws, regulations and industry practices, including GDPR, CCPA, and HIPAA (where applicable), and in particular those regarding data collection and consent.

a.     In special cases when applicable, a Data Processing Agreement (DPA) may be executed separately.

2.     Obtaining and maintaining all necessary licenses, permits, certifications, and insurance required by law to provide the Data.

3.     De-identifying or masking personally identifiable data before submission, unless explicitly required and permitted by the Request.

4.     Paying all applicable taxes based on the sales of their Data to purchaser-Users.

5.     Accurately representing their Data, services, and qualifications to Users.

d.     Neutral Platform and Release. 

AiDE is a neutral platform.  We provide tools to help Contributors and Users interact with and receive information from each other. 

e.     Consent to Receive Periodic Messages and Communications.  As part of the Platform, you may receive emails, SMS texts, and push notifications from us.  By signing up and providing your email and/or phone number, you agree to receive these communications from us.  All notices from AiDE intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide when you registered for the Platform. You also acknowledge that these communications may be monitored and/or recorded for quality assurance purposes, and you expressly consent to being monitored or recorded.  We promise to safeguard these communications and not share them with any other third party except in limited instances clearly outlined in our Privacy Policy.  If you do not want to receive such messages, you may opt out or change your preferences in your Account settings page. Opting out may prevent you from receiving certain messages regarding updates, improvements, or offers.

3.     Access and Account 

a.     License.  Subject to your compliance with these Terms, we grant to you a non-exclusive, non-transferable, non-sublicensable, right to access and make use of the Platform for your business.  Your Account is exclusive to your business and may not be used to promote any other business, person, service or service provider.

b.     Account.  You will need to create an account (“Account”) in order to use some or all of the Platform.  You agree that you will provide accurate, current and complete information and maintain and promptly update your Account information as necessary to maintain its accuracy.

i.         When you create an account or submit a request, you may provide information including:

1.     Business identity (company name, address, domain)

2.     Contact details (email, phone number)

3.     Data descriptions, templates, or examples

4.     Payment and invoicing details

This information is used solely to provide the Platform and facilitate the fulfillment of Requests, sales of Data Licenses, and uploading and delivery of Data, as applicable.

ii.         AiDE reserves the right to suspend or terminate access to and use of the Platform, or any portion thereof, on the basis of inaccurate or incomplete Account information.  In certain instances, AiDE may require proof of identity to create or access an Account, or to access or use the Platform, and you acknowledge and agree that you or your authorized Users may be denied access or use of the Platform if you or your authorized Users refuse to provide such proof.  You may control certain aspects of your Account, messages you receive and how you interact with the Platform by changing the settings in your Account. By accessing the Platform and/or setting up an Account, you consent to having these Terms provided to you in electronic form and that all Terms, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.

iii.         Contributors may be subject to a review process before they can register for and during their use of the Platform, which may include but is not limited to identity verification and background checks, using third party services as appropriate (“Background Checks”).

c.     Account Responsibility.  All activity that occurs when the Platform is accessed through your Account is your responsibility.  You acknowledge and agree that you are solely responsible for ensuring that any User of your Account understands and is aware of these Terms, and that no person who is not an authorized User be allowed access to the Platform. You will safeguard your User name and password. You must immediately notify AiDE of any breach of security or unauthorized use of your Account. AiDE will not be liable for any losses or damages arising from your or your authorized Users’ failure to protect your password or Account information and/or caused by any unauthorized use of your Account.

4.     Data License, Standards and Ownership

a.     Data License.

i.         Contributors may only participate on the Platform, upload Data, if they own or hold all active rights as required by law to provide the Data. 

ii.         You hereby grant to AiDE a license to enable AiDE to:

1.     host,

2.     process,

3.     validate,

4.     display, and

5.     deliver Data to purchaser-Users as applicable, and

6.     use Data internally to improve the Platform, quality, security, and marketplace operations (e.g., fraud checks, validator training).

iii.         You further agree to grant to AiDE all applicable rights and licenses so that AiDE may grant to purchaser-Users a limited, temporary, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Data for purchaser-Users’ internal business purposes, such as research, analytics, model training, or product development (“Data License”) in compliance with the AiDE TOS for Users. 

b.     Data Ownership and Rights. 

i.         You retain full ownership of Data, including copyright and intellectual property rights.

1.     Uploading your Data to the Platform and/or the sale of a Data License does not transfer ownership to the Platform or purchaser-Users.

ii.         You may reuse your Data for other purposes, including resubmission to similar requests, provided you do not breach confidentiality, privacy laws, or request-specific restrictions.

c.     Data Standards.  All Data must be:

i.         Complete, original, and you must own or possess all applicable rights in the Data in order to grant licensing rights to AiDE and for AiDE to grant the Data License to the applicable purchaser-User.

ii.         Provided to the Platform within the timelines/deadlines as agreed upon through the Platform.

iii.         Provided in strict accordance with the Request and/or project specifications as agreed upon through the Platform.

iv.         Collected and provided in accordance with all applicable laws and may not contain any Prohibited Materials.

Contributors are responsible for ensuring their Data does not contain personal information they do not wish to share.  Failure to meet these standards may result in rejections, reduced visibility, lower trust scores, and/or suspension from the Platform.  We reserve the right at all times to remove Data and/or reject the sale of Data Licenses for any reason. 

AiDE decides, in our sole but reasonable discretion, whether a Data submission is accepted. We may reject, relabel, or request fixes.

5.     User Content

a.     Responsibility for User Content.  You are solely responsible for any and all User Content, which you or your authorized Users submit, make available, or publicize through the Platform. You represent and warrant that all of your User Content is accurate and not misleading and is not in violation of any third-party rights.  Prior to submission, you must have obtained all necessary rights and licenses in all elements of your User Content. Other than your personal information, your User Content is not confidential or privileged, and you waive rights of privacy or publicity in connection with your User Content.    

b.     Permitted User Content.  You will not use the Platform to upload, download, display, perform, transmit, or distribute any User Content that is, nor will you engage in any activities that are deceptive, abusive, threatening, tortious, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs.  You further agree that you will not submit any User Content that contains Prohibited Materials.  We reserve the right at all times to remove or refuse distribution of any User Content. 

c.     Accuracy of User Content.  Any information or User Content that you obtain or receive through the Platform is for informational and fulfillment purposes only.  We make no representation as to the completeness, accuracy or correctness of any information within the Platform.

d.     Contributor Scores.  The Platform assigns scores to Contributors based on a number of factors.  Your Contributor score may increase or decrease based on Data acceptance rates, response times, guideline adherence, dispute outcomes, and integrity signals. Low scores may limit access, remove bonuses, or trigger suspension from the Platform.

i.         You acknowledge and agree that Contributor scores benefit the Platform, all Users, and the efficiency of the Platform and you specifically request that AiDE post such Contributor scores about Users, including yourself. You further acknowledge and agree that AiDE may make Contributor scores available to other Users, including anonymous feedback on completed purchases of Data Licenses.

ii.         Your Contributor score may increase or decrease based on acceptance rates, guideline adherence, dispute outcomes, and integrity signals. Low scores may limit access, remove bonuses, or trigger suspension

iii.         You acknowledge and agree that you will notify AiDE if you believe there is an error or inaccurate statement in your Contributor score and to work with AiDE in good faith to address, though AiDE is under no obligation to change or adjust any Contributor score.

e.     Use of User Content. The Platform may provide Users with the ability to post messages and other User Content on the Platform. You must evaluate, and will bear all risks associated with, the use of or reliance on User Content obtained through the Platform. We are under no obligation to review any User Content posted on or sent through the Platform; we will not pre-screen or actively review User Content but we may refuse or delete any User Content of which we become aware that fails to fulfill the purpose of the Platform, is in breach of these Terms, is contrary to law, or is otherwise inappropriate in our discretion. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, liability for any errors, inaccuracies, or omissions therein, or for any loss or damage of any kind incurred as a result of the use thereof. We will have no obligation or liability to you to maintain, store, or license any User Content. 

f.      User Content Rights.

i.         AiDE does not claim any ownership of the User Content submitted, posted, or displayed through the Platform.  You retain any and all ownership rights to the User Content that you submit and are responsible for protecting those rights.

ii.         With respect to any User Content you submit or make available through the Platform (other than personal or Confidential Information), you grant to AiDE a perpetual, irrevocable, non-terminable, worldwide, royalty-free, non-exclusive, sub-licensable, right and license to use, copy, modify, create derivative works from, display and distribute, via any present or future medium, your User Content in order to provide the Platform and the services provided therein. Certain User Content (excluding any personal or Confidential Information) transmitted to certain parts of the Platform, may be posted in public areas on the Platform, including without limitation in a compilation format, and as such will be publicly visible and accessible.

iii.         User Content may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. 

6.       Platform Rules and Restrictions

a.     Restrictions.  You agree to not access or use the Platform for any purposes other than those specifically permitted.  You will not use the Platform to engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by us in our sole discretion.  You will not: (i) adapt, alter, modify, improve, translate or create derivative works of the Platform; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Platform; or (iii) provide any third-party access to the Platform. You may not access or use the Platform for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. You will not use the Platform to upload, download, display, perform, transmit, or distribute any User Content or Data that is, nor will you engage in any activities that are, infringing, libelous, defamatory, erroneous, misleading, deceptive, offensive, hateful, obscene, pornographic, abusive, threatening, tortious, in violation of any privacy or intellectual property rights, or otherwise unlawful, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs.  AiDE strictly prohibits any other use of any content available through the Platform, including but not limited to: any downloading, copying or other use of the content or the Platform for purposes competitive to AiDE or for the benefit of another marketplace, vendor or any third party.

b.     Prohibited Conduct.  In addition, you will not engage in any of the following which are strictly prohibited: (i) copying, distributing, or disclosing any part of the Platform in any medium; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Platform; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to remove, circumvent, disable, damage or otherwise interfere with, security-related features of the Platform, features that prevent or restrict use or copying of any content accessible through the Platform, or features that enforce limitations on use of the Platform; (v) taking any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Platform; (vii) collecting or harvesting any personally identifiable information, including account names, from the Platform; (viii) using the Platform for any commercial solicitation purposes other than those explicitly permitted; (ix) impersonating another person or otherwise misrepresenting your relationship with a person or entity, stealing or assuming another person’s, conducting fraud, or attempting to hide your true identity; (x) interfering in any way with the proper working of the Platform; (xi) accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; (xii) post or respond repeatedly (“spamming”); (xiii) attempt to circumvent the payments of fees in any way including, but not limited to, making payments outside of the Platform; or, (xiv) imply or state that any statements you make (whether on or off the Platform) are endorsed by AiDE, without the prior written consent of AiDE.  Furthermore, you may not use the Platform to develop, post, generate, transmit or store information that: (A) infringes any third party’s intellectual property or other proprietary right; (B) is defamatory, harmful, abusive, obscene or hateful; (C) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Platform, (D) performs any unsolicited commercial communication not permitted by applicable law; and (E) is harassment or a violation of privacy or threatens other people or groups of people. Participation in any AiDE-hosted community or discussion channel is subject to the same restrictions and prohibited conduct rules.

7.     Third Party Materials.

a.     Other Applications. The Platform may (but we are not required to) enable your access to third party websites and applications (“Other Applications”). We do not control Other Applications. You are solely responsible for your use of the Other Applications, including compliance with all terms, rules and policies with respect to such Other Applications. Under no circumstances will we be liable in any way for Other Applications, including any inability or failure to enable access to Other Applications from the Platform.  If you decide to leave the Platform and access Other Applications, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform.

b.     Content. The Platform may display third-party advertisements, sponsored content, promotional materials, links, integrations, or tools ("Third-Party Content"). AiDE explicitly disclaims all responsibility and liability related to Third-Party Content, products, services, accuracy, safety, or representations. Users explicitly assume all risks associated with Third-Party Content.

c.     No Affiliation or Endorsement.  For the purpose of clarity, the presence of Third-Party Content explicitly does not constitute endorsement, sponsorship, affiliation, partnership, or recommendation by AiDE.

8.     Fees.

a.     Payout Rates and Timing.  For each Request or project, AiDE will publish the applicable payout for the Data (including unit rates and/or a payout pool as applicable).  Contributors are paid a pro-rata amount based on the percentage of Data that is accepted (“Accepted Units”) after the Platform’s internal validation/aggregation procedures, and any published bonuses.  Contributors are not paid for Data that is rejected (“Rejected Units).  Payout for Accepted Units is processed on a per-project basis, following completion of the applicable Request or project, successful internal validation, and AiDE’s receipt of payment from the purchaser-User (unless otherwise stated in the applicable Request or project brief). Payouts are issued as soon as reasonably practicable after project approval.

b.     Third-Party Payment Processors.  Contributors will be required to set up an account with the third-party payment processor (“TPPP”), and completion of a vetting process and/or account validation at the request of the TPPP. By accepting these Terms, each Service Providers agrees that they have reviewed and agreed to, the TPPP’s terms of service.  We are not responsible for errors by the TPPP.  You irrevocably and expressly authorize Company to withhold any monies and/or debit any monies from any account that you have identified to AiDE for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to AiDE.

c.     Additional Charges.  AiDE reserves the right to charge additional fees for use of the Platform, and/or charge for additional or premium services that may be offered from time to time.  No such charges will be applicable until and unless you specifically agree to such charges and/or sign-up for such additional or premium services.

d.     Taxes.  Users of the Services may be liable for taxes or similar charges required to be reported, collected and/or paid on the Data provided, Data Licenses sold and/or Fees paid/received through the Platform.  You will be responsible for paying all taxes associated with your sales. In certain jurisdictions, applicable rules may require that we collect or report tax and/or revenue information about you.  You agree that we may issue on your behalf receipts or similar documentation to facilitate accurate tax reporting.

e.     Independent Financial Records.  Contributors explicitly agree to maintain accurate, complete, and legally compliant financial records independently. AiDE explicitly disclaims responsibility or liability for maintaining, providing, verifying, or retaining these financial records.

f.      Refunds.  Contributors understand and agree that they may be charges back, or required to provide refunds, for any violation of the terms herein, including but not limited to: (i) fraud or abuse, (ii) if the Data does not specifically and explicitly comply with the terms herein, or (iii) Accepted Units that are later determined should have been classified as Rejected Units.  AiDE may offset any amounts owed by AiDE to Contributor by amounts to be refunded for any reason by Contributor.  For the purpose of clarity, fees paid for Data Licenses where the Data fails to meet the required standards must be forfeited and returned. 

9.     Confidential Information and Non-Disparagement

a.     “Confidential Information” means any and all confidential or proprietary information regarding the disclosing party or its businesses which may include without limitation: (a)  trade secrets; (b) ideas, samples, media, works of authorship, models, products and services (current, future, and proposed) experimental work, development, design details and specifications, financial information; and (c) all other information that the receiving party knew, or reasonably should have known, was the Confidential Information of the disclosing party.  “Confidential Information” shall not include information: (a) that was independently developed by the receiving party in a manner not otherwise in violation or breach of this Agreement; (b) that was rightfully known to the receiving party prior to receipt from the disclosing party; or (c) becomes generally available to the public or known to the receiving party by any means, including from a third party, not involving breach of an obligation of confidentiality with respect to such information. As between AiDE and Contributor, the Data is considered to be Contributor’s Confidential Information.  For the avoidance of doubt, all of our fees, pricing structures, documentation, code, software, technologies, processes, data, and all other non-public information regarding the Platform is deemed to be Confidential Information of AiDE.

b.     Non-Disparagement.  Contributor agrees to not criticize, defame, be derogatory towards, take any action which could reasonably be expected to harm the reputation or goodwill of AiDE, or otherwise disparage or denigrate AiDE, or its business, to any third party, either orally or in writing at any time. 

c.     Obligations. The receiving party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the disclosing party, except as approved in writing by the disclosing party, and will use the Confidential Information of the disclosing party for no purpose other than as contemplated herein. The receiving party will protect the confidentiality of the disclosing party’s Confidential Information with the same degree of care, but no less than reasonable care, as used to protect receiving party’s own confidential information of a similar nature. Each party will limit the distribution and communication of such Confidential Information only to employees or agents of the receiving party or the receiving party’s affiliates with a need to know for the purposes contemplated by this Agreement. If receiving party is required pursuant to a legal proceeding or other legal or regulatory requirement to disclose any Confidential Information, reasonable prior notice will be given to the disclosing party in order to contest or limit such disclosure.  Each party agrees that the other party may suffer irreparable harm if a party fails to comply with its obligations set forth herein (including other obligations pertaining to intellectual property rights, and the parties agree that the non-breaching party will, in addition to any other remedies available at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof as well as seek specific performance, immediately and without the necessity of posting a bond.

10.  Security and Privacy

a.     AiDE cares about and takes very seriously the integrity and security of your information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Platform, content, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure.  However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your information for improper purposes. You acknowledge that you provide your information at your own risk.

b.     AiDE’s privacy practices are governed by AiDE’s Privacy Policy, the most updated copy of which can be found at https://www.aidemarketplace.com/privacy-policy ("Privacy Policy").

11.  Ownership

a.     You agree that, as between AiDE and yourself, AiDE shall have sole and exclusive ownership of, and all right, title, and interest in and to the AiDE name and logos, the Platform, and all modifications and enhancements of the Platform (including ownership of all copyrights and other intellectual property rights), subject only to the rights expressly granted to you under this Agreement. This Agreement does not provide you with title or ownership of the Platform or any part thereof, but only a limited right to use the same solely upon the terms expressly set forth in this Agreement.  You understand and agree that you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Platform, AiDE Content, or User Content other than your own User Content.  For the purpose of clarity, nothing provided by AiDE under this Agreement is to be considered a “work for hire” and AiDE does not convey, transfer or assign any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights, to you.

b.     Feedback. AiDE may use any reports, comments, ratings, reviews and suggestions in any form regarding the Platform that you provide to AiDE (collectively, the “Feedback”). You grant AiDE a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback.

12.  Representations and Warranties.

a.       By AiDE. We represent and warrant that: (a) we have the right, power and authority to enter into and to perform pursuant to this Agreement; and (b) the Platform will be provided in a professional and workmanlike manner in accordance with industry standards.

b.     By You. You represent and warrant that: (a) you are at least 18 years old and have the right, power and authority to enter into and to perform pursuant to this Agreement, including granting to AiDE any licenses hereunder for the purposes contemplated herein; and (b) none of your User Content or Data contains Prohibited Materials.  You further represent and warrant that:

i.         You own or possess all rights and licenses in and to the Data in order for you to grant the licenses provided hereunder.

ii.         The Data will adhere to the requirements and specifications in the Request and as otherwise provided, and will not contain any personal information you wish to keep private.  You explicitly consent to the disclosure of any personal information contained in the Data to be used by the purchaser-User per the terms of the Data License and for the project’s stated purposes.

iii.         The Data: (i) does not violate or infringe any copyright, trademark, privacy, or any third-party rights; (ii) was collected ethically, with consent where required; (iii) does not contain personally identifiable information (PII) unless explicitly allowed and de-identified according to Platform rules.

iv.         You will comply with AiDE’s rules, regulations, policies and procedures for access to and use of the Platform.  You will respect the privacy and property rights of Users. 

v.         You will at all times provide your services to Users in a secure and timely manner and in compliance with all applicable federal, state and local laws, rules and regulations, canons of professional ethics, licensing requirements; and shall carry out your duties as to the best of your ability in accordance with the highest applicable professional standards, using your best independent professional judgment. You will provide your services in conformance and compliance with your User Content, the specifications, descriptions and information provided by you through the Platform, and as agreed upon in writing with the applicable User.  You will inform Users and AiDE if you are unable to meet your obligations. 

vi.         All of your User Content is accurate and not misleading and is not in violation of any third-party rights.   You will make no false or misleading representations with regard to the Data you provide.  You acknowledge and agree that you are solely responsible for the User Content that you post, the Data that you upload and provide to the Platform, and for any loss, damage or other liability that may arise in connection with your use of the Platform. 

vii.         As applicable, you have and will continue to maintain without interruption any required license or registration required to provide your Data; you have and will maintain any and all insurance required to operate your business and provide your services.

viii.         You will inform AiDE immediately if you discover any breaches of the obligations set forth above.

13.  Disclaimer of Warranties.

a.     While the Platform performs validation and quality checks on the Data, you understand and agree that AiDE does not assume any responsibility for the Data.  You are responsible for any embedded personal information.   AiDE does not edit or remove personal information that appears within your Data (e.g., visible names/faces, emails shown on screen, document contents) unless the project explicitly calls for redaction.

b.     EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE AIDE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PLATFORM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  FOR THE PURPOSE OF CLARITY, YOU UNDERSTAND AND AGREE THAT AIDE DOES NOT ACT AS AN INSURER OR AS YOUR CONTRACTING AGENT. ANY SERVICES PROVIDED BY YOU TO A USER IS AN AGREEMENT YOU ENTER INTO WITH SUCH USER AND AIDE IS NOT A PARTY TO IT.

c.     YOU ACKNOWLEDGE THAT AIDE DOES NOT CONTROL THE USER CONTENT OF ANY USERS OR ANY OTHER THIRD-PARTY CONTENT, INFORMATION OR MATERIALS INCLUDING ANY OTHER APPLICATIONS. AS SUCH, AIDE IS NOT RESPONSIBLE FOR THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF ANY USER CONTENT FOR ANY PURPOSE. 

d.     FURTHERMORE, AND WITHOUT LIMITATION, AIDE DOES NOT WARRANT THAT: A) INFORMATION ON THE PLATFORM IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; B) THE FUNCTIONS OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR C) THE USE OF THE PLATFORM WILL RESULT IN ANY PARTICULAR RESULTS. 

e.     You agree that AiDE has made no agreements, representations or warranties other than those expressly set forth herein, and that no future agreement, representation or warranty with regard to the Platform shall be effective unless expressly stated in a written amendment to this Agreement signed by both you and AiDE.

f.      AiDE reserves the right to change, update, modify, expand or limit the Platform from time to time and makes no guarantees as to the continuous availability of the Platform or of any specific feature(s) or functionality(ies) of the Platform.

14.  No Liability.  

a.     You acknowledge and agree that AiDE is only willing to provide the Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree that you will not attempt to hold AiDE liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorney’s fees and costs (collectively, “Liabilities” ) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Platform, including without limitation any Liabilities arising in connection with the act or omission of any User, any service provided by AiDE, and any loss or deletion of your User Content or Data.  For the purpose of clarity, AiDE is not liable for the improper use of Data by purchaser-Users.

b.     UNDER NO CIRCUMSTANCES WILL AIDE BE LIABLE FOR, AND YOU HEREBY RELEASE AIDE FROM,  ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY AIDE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ATTORNEY’S FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH CASES THE ABOVE LIMITATIONS WILL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

c.     IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT AIDE IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF ONE THOUSAND DOLLARS ($1,000) OR THE AMOUNT OF PLATFORM ACCESS FEES ACTUALLY PAID TO AIDE BY VENDOR IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

d.     TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

15.  Indemnification.

You agree to defend, indemnify and hold harmless AiDE, and its respective employees, agents, officers, directors, affiliates and representatives from damages, liabilities, costs and expenses (including reasonable attorneys’ fees) resulting from any and all third party claims, judgments or proceedings (collectively, “Losses”) arising directly or indirectly out of: (a) your use of the Platform including any acts or omissions taken in reliance on the Platform; (b) your User Content, your Data (including any personal information contained therein) and/or your use of the Platform including any acts or omissions taken in reliance on the Platform; (c) your breach of this Agreement; (d) your negligence or misconduct; (e) your violation of any third party’s intellectual property, or other rights; (f) any violation of applicable federal, state or local laws or regulations; (g) claims related to sales tax (or any other applicable taxes) or regulatory compliance.  You have the right to control the investigation, defense and settlement of any such claim, except that you will not enter into any settlement without AiDE’s prior written approval. AiDE reserves the right to participate in the defense at its own expense. This indemnification explicitly survives termination or expiration of your Account or use of AiDE’s Services.

16.  Term and Termination

a.     Term. This Agreement shall commence on the day you first access the Platform and shall continue in full force and effect for so long as you use the Platform or until terminated by either party.

b.     Termination.  Either Party may terminate this Agreement at any time.  Contributors may request deletion of their Data, except where the data is already tied to an active, paid Data License with a purchaser-User.

i.         If we terminate or suspend your Account, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.  When terminating your Account, we may delete the Account and any information in it. You have no ownership rights to your Account.

1.     Fees paid for Data Licenses where the Data fails to meet the required standards may be forfeited and returned.  In addition, any fraudulent or abusive earnings will be forfeited.

ii.         You may terminate this Agreement by completely and permanently ceasing to use the Platform. However, existing licensed Data may remain in use by purchaser-Users until the applicable license term expires.

iii.         In addition, AiDE may maintain archived or backup copies of your User Content and/or Data for compliance, audit, and fraud prevention purposes.

c.     Suspension. We may immediately suspend or terminate your access to all or any portion of the Platform at any time for any reason or no reason, and in particular, if we become aware or reasonably suspect that: (a) your use of the Platform violates applicable local, state, federal, or foreign laws or regulations or any terms of this Agreement, or (b) your continued use of the Platform will disrupt use of the Platform by others, poses a security risk to the Platform, may harm AiDE or its systems, may subject AiDE or any third party to liability or if we believe in our reasonable discretion that your use of the Platform is unsuitable in any way. AiDE may provide you with notice of any such suspension and an opportunity to remedy the issue unless we in good faith believe doing so will result in imminent harm.

d.     Survival. Provisions of this Agreement that by their nature or terms are intended to survive expiration or termination will survive including without limitation those relating to arbitration and governing law, payment obligations, confidentiality, disclaimers, indemnification obligations, releases and waivers and limitations of liability.

17.  DMCA Copyright Policy

a.     We respect the intellectual property of others and ask that users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright laws that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of the Accounts of Users of our Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our Users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided by emailing us at support@aidemarketplace.com:

i.         your physical or electronic signature;

ii.         identification of the copyrighted work(s) that you claim to have been infringed;

iii.         identification of the material on our Platform that you claim is infringing and that you request us to remove;

iv.         sufficient information to permit us to locate such material;

v.         your address, telephone number, and e-mail address;

vi.         a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

                    vii.         a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

b.     Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

c.     Submitting a DMCA Counter-Notification.  We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to our designated Copyright Agent that includes all of the following information:

i.         Your physical or electronic signature;

ii.         Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

iii.         A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

iv.         Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which AIDE may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

18.  Non-circumvent

a.     You recognize that AiDE has proprietary relationships with purchaser-Users, and its Users in general (the “Protected Parties”). You agree that AiDE would be considerably harmed if AiDE were to invest its time, energy, and resources to locate its Users only for Users and Contributors to circumvent AiDE and enter into a direct or indirect arrangement outside of the Platform.  You hereby agree that you will not, directly or indirectly, seek to engage, solicit to engage, or attempt to deal with other Users without the prior written approval of AiDE.  You also agree to immediately notify AiDE if another User suggests that you enter into arrangements outside of the Platform or advises you to make or receive payment other than through the Platform.  You further agree not to share your personal information such as your email address, telephone numbers or other personal contact details to communicate outside of the Platform in order to circumvent the Platform’s system.

b.     Accordingly, you agree that, in addition to any other remedies that may be available, AiDE shall be entitled to seek injunctive relief against the threatened breach of this Section or the continuation of any such breach, without limiting any other rights and remedies to which AiDE may be entitled to at law or in equity.

19.  Governing Law, Arbitration, and Class Action/Jury Trial Waiver

a.     Governing Law.  This Agreement shall be governed by, construed and enforced in accordance with the laws of the United States and the Commonwealth of Virginia without regard to conflict of law principles. You explicitly agree that any Dispute not subject to binding arbitration under these Terms shall be submitted exclusively to the personal jurisdiction and venue of the state and federal courts located within the Commonwealth of Virginia.

b.     Initial Dispute Resolution.  To expedite dispute resolution and control the cost of any dispute, controversy or claim related to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof) or the use of the Platform or Services (“Dispute”), you agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one Party to the other.  Before initiating arbitration, you explicitly agree to first notify AiDE’s support team in writing clearly describing the Dispute, your desired resolution, and contact details. Notice must be sent via certified mail to:

AiDE, LLC

Attention: Legal Notices

11357 Nuckols Rd #2046

Glen Allen, VA 23059

Email: legal@aidemarketplace.com

If a mutually acceptable resolution is not reached within thirty (30) days, arbitration may explicitly proceed as described herein.

c.     Arbitration. You and AiDE agree that any Disputes will be settled by binding arbitration in Henrico County, Virginia, in the event where informal negotiation did not work, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).

i.         Opt-Out.  Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide AiDE with written notice of your desire to do so by email at legal@aidemarketplace.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide AiDE with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth herein. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide AiDE with an Arbitration Opt-out Notice, will be the state and federal courts located in Henrico County, Virginia and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide AiDE with an Arbitration Opt-out Notice, you acknowledge and agree that you and AiDE are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and AiDE otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

ii.         Procedures.  The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

1.     A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The sole arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

2.     The arbitrator, witness, party representative, counsel, expert or staff may participate by video conference where such participant (when participating) can be heard and seen (i.e., Zoom).   The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

iii.         Attorney’s Fees.  Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. In the event any action is brought to enforce any provision of the Agreement or to declare a breach of the Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.

iv.         Changes.  AiDE explicitly reserves the absolute right to explicitly modify these arbitration terms at any time. Modifications explicitly become effective upon posting. Continued Platform use after modifications explicitly constitutes acceptance of updated arbitration terms.

v.         Statute of Limitations.  Users explicitly agree all Claims must explicitly be filed within one (1) year after the event giving rise to the claim explicitly occurred. After this one-year period, claims shall be permanently barred.

20.  General Provisions

a.     Trademarks.  You shall not use AiDE’s names, symbols, trademarks, or other marks without AiDE’s written consent.

b.     Assignment.  You may not assign, delegate or transfer this Agreement or your rights or obligations under this Agreement, without AiDE’s prior written consent. Any purported assignment or transfer in violation of this paragraph will be void. AiDE explicitly reserves the absolute right to assign or delegate its rights or obligations without prior notice or consent.  This Agreement is binding on, and is for the benefit of, the parties and their respective and permitted successors and assigns. 

c.     Electronic Communications and Notice.  You consent to receive communications from us electronically. You agree that all agreements can be entered into and signed electronically in accordance with applicable law, and all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing.  All notices to AiDE must be in writing sent to AiDE at:

AiDE, LLC

Attention: Legal Notices

11357 Nuckols Rd #2046

Glen Allen, VA 23059

Email: legal@aidemarketplace.com

Notices by email explicitly deemed delivered 24 hours after sending; notices by certified mail deemed delivered upon confirmed receipt.

d.     Severability.  If any provision of this Agreement is held to be invalid, the provision will be construed to the extent enforceable, and the other provisions of this Agreement remain in full force and effect.

e.     Changes to These Terms.  We may change these Terms and the other documents that are part of the Agreement at any time, as we reasonably deem appropriate. Upon any such change, we will post the amended terms on the Platform; we may also attempt to notify you in some other way including by email to the email address listed in your Account. Your continued use of the Platform following such posting shall constitute your affirmative acknowledgement of the applicable Agreement document, as amended. Any significant changes to this Agreement will be effective 30 days after posting such notice. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT ANY TERMS OF THIS AGREEMENT, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE SERVICES.

i.         Notwithstanding the above, if AiDE changes the “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@aidemarketplace.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of AiDE’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and AiDE in accordance with the provisions of the “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

f.      Force Majeure.  AiDE explicitly shall not be responsible or liable for delays, interruptions, errors, failures, or unavailability of the platform or services caused by events or circumstances outside AiDE’s reasonable control, including but not limited to natural disasters, acts of god, war, terrorism, civil unrest, governmental actions, pandemics, power or network failures, or other similar events.

g.     Insurance.  Contributors explicitly acknowledge and agree that AiDE does not require, recommend, verify, monitor, or check Contributor’s insurance coverage. Each Contributor explicitly bears sole responsibility for determining whether, and what type and level of, insurance coverage is necessary or advisable for their business operations. Contributors explicitly acknowledge and accept sole responsibility and liability for all risks or claims arising from their decision regarding insurance coverage, or lack thereof, and explicitly indemnify and hold AiDE harmless from any claims, damages, liabilities, or costs arising from such decisions.

h.     No Third-Party Beneficiaries.   These Terms explicitly do not create third-party enforceable rights or benefits.

i.      Entire Agreement, Waiver.  This Agreement is the entire agreement between AiDE and you regarding your use of the Platform and supersedes any prior agreements or understandings. No waiver of any provision of this Agreement will be deemed a continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.  

Please direct any questions you may have about these Terms to support@aidemarketplace.com.m].